Trevor Binyon & Anor v Suzerain Investment Holdings Limited & Ors (Re VE Global UK Ltd)
[2024] EWHC 749 (Ch)
Lending Group Limited & Anor v LVR Capital Ltd & Anor
4 August 2023
[2023] EWHC 2509 (Ch)
High Court
A company owed a lot of money and its boss tried to pretend the debt didn't exist. A judge said the boss was wrong, the debt is real, and appointed someone to take over the company to pay it back.
Key Facts
- •MS Lending Group Limited and MS Lending SPV 1 Limited (Applicants) applied for administration of LVR Capital Ltd (Respondent) and rectification of the company register.
- •Applicants are secured creditors of LVR Capital Ltd, with outstanding loans exceeding £800,000 secured by debentures and legal charges on two properties.
- •LVR Capital Ltd's sole director, Mr. Ryan, filed false statements of satisfaction with Companies House, claiming the charges were satisfied.
- •Mr. Ryan issued promissory notes attempting to discharge the debt, which the court deemed legally invalid.
- •Mr. Ryan failed to attend or meaningfully respond to the application, citing a holiday despite receiving ample notice.
- •Companies House confirmed no objection to the register rectification.
Legal Principles
Rectification of the company register under section 859M of the Companies Act 2006 is possible if the omission or misstatement was accidental, due to inadvertence, or for other sufficient cause; or if it is just and equitable.
Companies Act 2006, section 859M
A floating charge holder can apply for the appointment of administrators under paragraph 35 of Schedule B1 to the Insolvency Act 1986.
Insolvency Act 1986, Schedule B1, paragraph 35
A floating charge qualifies under paragraph 14(2) of Schedule B1 to the Insolvency Act 1986 if it states that paragraph 14 applies.
Insolvency Act 1986, Schedule B1, paragraph 14(2)
The court has discretion to grant an administration order under paragraph 35 of Schedule B1 even if the company is not or is not likely to become unable to pay its debts.
Insolvency Act 1986, Schedule B1, paragraph 35
Creditors can apply for an administration order under paragraph 12(1)(c) of Schedule B1 if the company is unable to pay its debts.
Insolvency Act 1986, Schedule B1, paragraph 12(1)(c)
A mistakenly filed certificate of satisfaction does not affect the underlying charge or the debt.
Re NMUL Realisations Limited [2021] EWHC 94 (Ch)
Only one of the sub-paragraphs of paragraph 14(2) needs to be satisfied for a floating charge to qualify.
Re Stephen, Petitioner [2011] CSOH 119
Outcomes
The court ordered rectification of the company register to remove the false statements of satisfaction and reflect the outstanding charges.
The false statements were due to 'some other sufficient cause' (section 859M(2)(a)) and it was just and equitable to rectify the register (section 859M(2)(b)).
The court appointed Mr. Edward Avery-Gee and Mr. Daniel Mark Richardson as joint administrators of LVR Capital Ltd.
The applicants were qualifying floating charge holders (Schedule B1, paragraph 35 and 14), the company was unable to pay its debts, and Mr. Ryan's conduct warranted independent oversight. The court also found the company to be cash-flow insolvent, satisfying the criteria under paragraph 12(1)(c).